Joan Ganz Coney walked toward the corner of Amsterdam Avenue and 112th Street, lost in a fog of grief. Ahead were the crenelated parapets that crown the Cathedral of St. John the Divine, a Gothic Revival Glory on Manhattan's Upper West Side. Black limousines lined the curbside, clogging the street, as NYPD officers waved their arms in a futile effort to get vehicles moving. The sidewalks were overrun by pedestrians, hundreds of them, all moving toward the cathedral steps. Cooney walked alongside mothers with toddlers clutching Ernie dolls, students playing hooky from school, executives in crisp suits, Midtown secretaries in heels, Latinas in scoop-necked tops, and bohemian types sporting jeans, running shoes, and long ponytails.

It was May 21, 1990, five days after Jim Henson, her friend and creative partner since 1969, had died from a runaway strep infection gone stubbornly, foolishly untreated. There was no other word to describe his passing other than shocking, and it was played just that way in the papers and on the nightly news. People who didn't know him wept as if a favorite uncle had died, that subversive adult who sat with the adults at Thanksgiving but would have preferred dinner at the kids' table. They came out in force for the public memorial, filling the vast, vaulted sanctuary, even more than the organizers of the event had anticipated. Some five thousand attendees filled the pews, standing in the antechamber and spilling into the aisles. The overflow was so great that people had simply dropped their backpacks, folded up their strollers, and sat on the hard stone floor.

Clustered row upon row near them were mourners bound by their years together working for and with the Children's Television Workshop (CTW), the nonprofit corporation Cooney helped build. Cooney took a seat next to Christopher Cerf, one of the founding fathers of "Sesame Street."

From the alter, the congregation was an impressionistic canvas, dappled with a profusion of spring green. That was to be expected. Just as teams, tribes, and nations have representative colors, Jim Henson owned Kermit green.

Cooney's thoughts wandered to Kermit and the early days of "Sesame Street." Reminders of that time were everywhere. Sitting nearby was Frank Oz, who in 1969—Sesame's debut year—became a Henson protégé, having joined the Muppets right out of high school. For more than twenty years, Oz had been uptight Bert to Henson's mischievous Ernie, the straight man of the odd-couple comedy duo. On "The Muppet Show," their roles had reversed; Oz was outrageously pushy Miss Piggy to Henson's pushed-on-the-brink Kermit.

At no time had Jim Henson's disparate worlds collided quite as markedly as at this memorial. Over to one side was Henson's friend Harry Belafonte. A humanitarian and artist, Belafonte had appeared on "The Muppet Show", where he introduced "Turn the World Around," a joyous, syncopated African folk melody that would be part of the day's program.

Not far away was Lorne Michaels, who gave the Muppets a weekly showcase during the audacious first season (1975) of "Saturday Night Live" at a time when the ambitious Henson feared he might be trapped for eternity in children's television. Henson's talent manager, Bernie Brillstein, saw to it that that never happened. Brillstein, who signed John Belushi, Dan Ackroyd, and Gilda Radner, was like a second father to Henson, a Jewish one.

In the late 1980's, Henson had separated from his wife, Jane, the mother of his five children. For most of his career, he had been more married to his work than to Jane, and a relationship that began when they met as students at the College Park campus of the University of Maryland withered. Henson was known to work around the clock in the studio when a production deadline loomed, and his travel schedule and a list of business commitments would have seemed unreasonable to most. He seemed happier and more fulfilled away from home, but he craved time with his two sons and three daughters.

As a single man, Henson had his pick of staggeringly beautiful companions. Daryl Hannah, who had flown in from California for the service on a private jet and now wept softly in a pew, had been one of them. Henson went through a Hollywood stage in his late forties and early fifties, shedding his bohemian wardrobe for goods from Rodeo Drive. His beard was neatly trimmed and his hair styled for an appearance he'd made with Kermit on the late-night Arsenio Hall Show, just two days before he died. Complaining of a sore throat in the greenroom that day, he was uncharacteristically flat and slow on the uptake during the interview segment. Henson used the occasion to plug an upcoming special shot at Disney World in Orlando and to introduce Clifford, a new Muppet musician working with Dr. Teeth and the Electric Mayhem, the house band from The Muppet Show. African American puppeteer Kevin Clash gave voice and performance to Clifford, he of the fuchsia dreadlocks, sunglasses, and vocal delivery that was distinctly urban contemporary. Clash was sensational, bantering with the black comic as the audience howled.

Henson seemed to enjoy it as much as anyone, and he looked relieved to have Clash carry the load. It was Henson's final televised interview.

Chris Cerf lost a dear friend and comic collaborator in Henson. Walking into the memorial, he was numb with grief, but being surrounded by his CTW colleagues was a comfort. Only months earlier, "Sesame Street" composer-arranger extraordinaire Joe Raposo had been laid to rest, dead at age fifty-one from complications of lymphoma.

Cerf composed tunes for "Sesame Street" as well, half-silly, half-sophisticated parody numbers. As the son of Bennett Cerf, the witty cofounder of Random House, Chris had used his book-world DNA to create the first paperback library of "Sesame Street" books. He was also sly and unpredictable, which made him a perfect fit for Henson's extended family of mirth makers. Cerf provided many good times in Sesame's freewheeling formative days, when an elaborate prank would reduce Henson to a puddle.

Cooney knew that everything about "Sesame Street" had been unalterably turned upside town the minute Jim Henson was declared dead at 1:30 a.m. on Wednesday, May 16.

In his final hour, he twice went into cardiac arrest, as the raging infection shut down his organs and left him struggling for air, surrounded by strangers. The cause of his death was Group A streptococcal pneumonia, an infection that probably started with that sore throat he complained about in Los Angeles the night of the Arsenio taping. A timely course of penicillin would have saved him, but he chose not to seek medical help until it was too late. Henson, whose mother was a practicing Christian Scientist, had considered calling a faith healer, but, after hours of feverish decline, he finally acceded to be taken to the hospital. Around 4 a.m., Henson's publicist Arthur Novell received a phone call in San Francisco. "Oh Arthur, I'm not feeling well," Henson rasped. Sensing danger, Novell arranged for a Manhattan car service to pick up Henson at the Sherry-Netherland Hotel. Henson, whose organs were failing, walked to the lobby and got into the limo. Precious minutes were lost as the driver pulled up to a door at New York Hospital that was three-quarters of a block away from the emergency entrance. More time was lost when Henson sent the driver on his way, insisting he could walk to the ER. There was no arguing with him. For all his exceptional attributes, Henson was a willful, unyielding man who almost always got his way. This served him well in business, where he could wear people down.

Jim Henson was a genius, and not only for reinventing puppetry for the television age and for inspiring a raft of characters that make you smile just thinking about them. Henson was a genius businessman, as well. His only flaws might have been an inability to stay within budget for his feature-length films and his unwillingness to fire people when prudence would have suggested he should do so. He always found someone else to take that responsibility.

"Puppetry," he once said, "is a way of hiding." At six foot three and perpetually bearded to cover acne scars, Henson was defined by bemusing and often baffling contradictions. He was shy by nature, yet his creations were explosively silly and spontaneous. Often reticent and contemplative, at times he eagerly played the Pied Piper, organizing one of New York's most outrageous annual costume parties. He spoke of simple pleasures but had a taste for European casinos, costal vacation homes, and four-star dining. He lived large but, as a proto-environmentalist, talked of protecting a small planet's shrinking resources. He embraced and celebrated life exuberantly and spread acres of joy but suffered through at least one major depression after his fantasy film, The Dark Crystal, bombed at the box office and was dismissed by critics.

Henson was deeply unhappy and fatigued in the months leading up to his death. Many believed he sensed that he would not live to see grandchildren, pointing to a plan he had drawn up five years earlier for the public memorial service as evidence that he believed the end was near. It was included in letters left behind for each of his children, in which Henson indicated a burning curiosity about the afterlife and an eagerness to reconnect with the dead, and assured the children that he would be waiting for them "on the other side." He also asked his survivors to bring everyone together for a few songs and stories, insisting that guests avoid wearing funeral black. As a son of the South and a jazz fancier, he requested that a New Orleans-style band play "When the Saints Go Marching In." He requested that the proceedings be entertaining and light, hoping that friends and colleagues would provide laughter in large doses and silliness worthy of the Muppets.

Henson wrote the letter three years before he began working—without a contract—for The Walt Disney Company. Doing so, some believe, was the beginning of the end.

Disney CEO Michael D. Eisner waited for the proceedings to begin alongside Frank Wells, his No. 2 at the company. In the late 1980's, Eisner had been clever enough to see that Disney's cast of classic characters aimed at the very young, such as Mickey Mouse and Goofy, were being slowly supplanted in children's hearts by fresher, hipper icons. Eisner and Wells had pledged a huge pile of Disney dollars—a sum estimated to be between $100 million and $150 million—to purchase Henson's production company and library of film and television properties. The price included ownership of the boisterous, satirical, and sometime sardonic puppet ensemble that had made The Muppet Show a worldwide sensation, but it did not—and would not—include the Muppets Henson had specifically created for "Sesame Street."

Henson believed there was no entertainment company better suited than Disney to perpetuate such multidimensional characters as Miss Piggy, the porcine diva; Fozzie Bear, the clueless comic; and hectoring balcony critics Statler and Waldorf. Disney's litigious history of protecting its characters in the stuff of Hollywood legend. Under Eisner, the company once sued the Academy of Motion Picture Arts and Sciences over an unauthorized Oscar appearance by an actress portraying Snow White.

Cooney knew Eisner to be cold, arrogant, and insistent when he was in pursuit of a creative property. She was not pleased with his predatory forays into "Sesame Street." Her gut churned as she considered how miserable Eisner had made things for Henson in his final months. Henson's gentle manner masked a steely shrewdness—you could not budge him if he didn't want to be budged—but Eisner had been surprisingly relentless in the Henson campaign. Cooney—a courteous woman who had persuaded senators and top philanthropists to do her bidding, who had stared down cancer, and who was married to a private-equity mogul who could quite possibly arrange to buy the entire Disney company if push came to shove—was not intimidated by his tactics.

Cooney held Disney in high regard but regarded the company's merchandising arms as competitors in the marketplace of character-licensed toys, games, and consumer goods. She was convinced that Eisner would not be satisfied until his deal with Henson was sweetened by ownership of the Sesame Muppets, which generated an estimated $15 million to $17 million annually in licensing and merchandising fees split between Sesame Workshop and Henson Associates, Inc. In 1969, Henson had waived his performance fee for "Sesame Street" in exchange for full ownership of his characters, agreeing later to split any revenue generated by them.

In time, both organizations depended on that revenue for survival. By 1990, CTW had long shed its dependence on government and philanthropic grants, gaining its financial independence by building and sustaining a formidable endowment. Henson Associates, notorious for going over budget on productions, stayed afloat thanks to the huge popularity of its characters and the public's hunger for Muppet-licensed bed linens, apparel, computer games, action figures, books, CDs, and other products.

By 1989, after building his company from a husband-and-wife operation out of the trunk of his car into one of the world's most recognized entertainment brands. Henson was eager to return to a simpler existence of creating and performing. Disney had offered a way to cash out, and a letter of intent, by which he would have sold his privately held company to the California-based entertainment and media colossus, was already signed.

But after months of legal process, during which Henson had commenced working for Disney without a consummated deal, lingering doubts began to plague him. As media analysts were hailing the merger-in-progress as "a business association made in entertainment heaven," discord bubbled just beneath the surface at Disney Studios in Florida and California. Henson's employees, accustomed to his benevolence, creative freedom, and camaraderie, were suffering from massive culture shock in their day-to-day dealings within Disney's rapacious negotiate-everything hierarchy. They referred to their new working environment as Mauschwitz.

Beyond that, Henson was beginning to chafe at provisions in the deal for his exclusive personal services and for the rights to any future characters he might create. These were not unreasonable demands from a company about to dump an armored carload of cash at his door. But regret clearly was setting in for a man who valued creative freedom and independence how Henson felt, and she believed the whole situation was causing him immense grief and contributing to his lack of physical resistance. Henson felt that he would be Disney's highly compensated but indentured servants for the rest of his life.

What the business-page pundits and entertainment insiders never quite sniffed out about the stalled marriage had its roots in Eisner's covetous yen for the Sesame Muppets. Despite Henson's refusals to discuss the matter, Eisner wouldn't let up. Cooney recalled how early in the winter of 1990, Henson had invited her to attend what he described as a peace luncheon with Eisner, at which he wanted to put the matter to rest once and for all. She remembered how charming Eisner had been, how well the lunch was proceeding, until she looked over at Henson and saw that he had become upset over a stray remark of Eisner's in which he discussed the Sesame Muppets as if he might own them. "There you go again," Henson said to Eisner, blood rising up his neck. Cooney had never seen Henson that agitated.

It was that day that the dispute became bitterly personal. "It wasn't about business anymore," recalled Frank Oz, Henson's longtime creative partner. "It was about what Jim believed in, the simplicity and purity of the characters. There was a bit of anger in him about this, and he was not an angry man."

Henson believed that even though he owned the trademark to them, the Sesame characters really belonged to children, and he did not want those Muppets to be exploited. In his mind, they were in a special protected category and he was their caretaker. The thought of Eisner trying to hijack them bred no small amount of mistrust and ill will. "There was no way in hell that was going to happen," recalled Oz.

According to Cooney, Henson came up with a plan in late winter and early spring of 1990, vowing to her that he would change all the paperwork necessary to ensure that ownership fo the "Sesame Street" Muppets would be transferred to CTW upon his death. The split in licensing and merchandising would continue, but the trademark would rest with Cooney's nonprofit corporation.

That Henson died before his intentions could be codified in a legally binding document was a bitter pill for Cooney to swallow. She knew that a time would come, very soon, when she would have to engage in a blink first showdown with Eisner and the Disney machine over this issue. But today was not the day to dwell on that, no matter how the fear kept impinging on her mind.

Today was a day to remember and celebrate Jim.

Just then, the service began, not with an invocation but rather with the howling, growling strains of the Dirty Dozen Brass Band, a Dixieland band flown in especially from New Orleans for the occasion—just the way Jim wanted. To the measured refrain of the old Negro spiritual "Just a Closer Walk with Thee," Jane Henson and her children led a twelve-minute processional as the dirge filled the cavernous holy space with the blat of a tuba, the squawk of a muted trumpet, the squeal of a clarinet. It was music meant to send the spirit of James Maury Henson soaring to that great good place.

"Sesame Street" began as a flash of brilliance that struck like a bolt from the gods. Cooney was its mother of invention, while Lloyd N. Morrisett, a well-connected vice president at the Carnegie Corporation, was its financial godfather. Sesame's moment of conception occurred at a dinner party at Cooney's apartment, when Morrisett and his wife were discussing how their three-year-old daughter, Sarah, had become transfixed by television. She would sit in front of a test pattern at 6:30 a.m., waiting for the cartoons to appear at 7:00. It was the same thing millions of kids were doing all across the country, an image that confounded Cooney.

Within days of that dinner, Cooney, Morrisett, and three other contributors engaged in an outpouring of ideas on how to master the addictive qualities of television and do something good with them. "What if?" became the operative phrase. "What if you could create content for television that was both entertaining and instructive? What if it went down more like ice cream than spinach? What if we stopped complaining about the banality we are allowing our children to see and did something about it?"

Over the summer of 1967, Cooney would crisscross the country testing the idea of a daily show for preschoolers that would teach basic school-readiness concepts. With her confident and persuasive writing style, the former reporter, drew up a proposal that, with Morrisett's skillful maneuvering and networking, secured a $1 million grant from Carnegie and millions more from the federal government, the Corporation for Public Broadcasting, and the Ford Foundation.

Then, with her funds secured, Cooney began to assemble her team, a talent roundup that would, after Sesame's first season, result in three Emmy's, a Peabody, and the cover of Time.

Henson loped in to provide the missing alchemy in the summer of 1969. Test audiences of preschoolers in Philadelphia had rejected live-action sequences shot on a mock urban street, with trash cans on the curb and laundry hanging from tenement windows. But that was before Henson began sketching a bird puppet that would be so oversized that a six-foot-tall man, hiding within it, would be required to work its long neck and mouth with an outstretched arm. And that was before the idea arose to have a contrarian, ornery puppet pop up from inside one of those trash cans and provide a grouch's view of everyday life. And that was before the idea arose to allow two best-friend puppets—one playful and upbeat, one overearnest and square—to provide comedy in the classic mode of Laurel and Hardy, Burns and Allen, Martin and Lewis. In the history of show business, there probably never was a straighter straight man than banana-yellow Bert, the paper clip collector and pigeon fancier.

It was Henson who helped the grandest and ambitious experiment in children's television find its legs. That those legs were yellow and attached to a curious eight-foot canary is not the oddest part of the story, by a long shot.

Henson's touch helped definitively establish "Sesame Street"'s "delicate balance between fun and learning," as he once described it. Cooney understood from the show's earliest days, back before it became a brand of excellence here and around the globe, that using television to teach the alphabet and counting to twenty would have been a noble effort, but not nearly as much fun, without him. Henson's influence also helped to create the two-tiered audience that was essential to Sesame's vast and immediate appeal. Kids watched in rapture, but parents watched, too, often laughing to the winking references to pop culture, song parodies, and outrageous puns that came out of the mouths of the Muppets.

Henson was the key, but he wasn't the only visionary among the early architects of "Sesame Street." There was a whole gang of them, many of whom, curiously, had first names beginning with J, the letter that has acquired a near-mythical statute through the thirty-nine years the show has aired on PBS.

Besides Joan Cooney and Jim Henson there was the seductively handsome, multitalented Jon Stone, who as writer, director, and producer drew the cast and crew under his spell and established a creative atmosphere of risk and turst.

There was scriptwriter-composer-lyricist-poet Jeff Moss, a sometimes difficult but always passionate contributor to the show.

Finally, there was Joe Raposo, the musical prodigy who provided "Sesame Street" with its signature sound and sing-along melodies that endure to this day.

In those early years there was an Arthurian round table of other remarkable souls—logicians and artist, dreamers and pragmatists, folksingers, storybook illustrators, and bow-tied PhDs—all gathered with a singular purpose. They came together at a star-crossed moment in American life when people of means who lived in comfort chose to dedicate their energies to the less fortunate and the forgotten, the rural poor and the underprivileged of the urban ghettos. Sesame succeeded beyond their wildest imaginings and, in doing so, changed the world, one child at a time.

These memories, and memories of Henson in particular, washed over Cooney as the service got under way. She was consoled by the knowledge that Henson respected her as he respected no other woman in his professional life. Their affectionate, trusting bond was mixed into the mortar that held together every brick of "Sesame Street." She smiled as she recalled what Henson had said once about their relationship: "What we had was like a marriage. Lots of valuable time together and no sex."

Now, for the second time in less than a year, she was burying one of her "originals." The previous February had seen the death of Raposo, the gregarious, name-dropping, often bewildering talent whose final, tortured years were cursed by cancer. In a twist that seemed almost too much to bear, a television tribute to Raposo was scheduled to air on PBS hours after Henson died. Cooney watched it in bed and cried throughout.

She had also been in tears listening to Jon Stone earlier in the day, speaking about Henson from the pulpit. "I don't remember exactly how Jim and I met," said Stone. "it was in nineteen sixty-three or sixty-four. But from the moment we met, we were never very far apart. For me, the early hours of May sixteenth were a living nightmare. One by one, all of us heard the unhearable. And we all must have had the same reaction: This is an epic mistake."

Stone, overwhelmed, barely made it through his brief remarks. As he walked off, all eyes were on Big Bird, who walked toward a grand piano. Through the years, Stone, a stickler for preparation and prompt rehearsal, had grown impatient with Caroll Spinney, a puppeteer who could easily access his inner child. Spinney, who since Day One of "Sesame Street" had provided voice and movement for sweetly quizzical Big Bird and hypercritical Oscar, was marvelous on his feet. But he had an antipathy for studying his lines, preferring to read them fresh, often after he had already stepped into Bird's awkward and confining costume.

But on this day, there would be détente between director and performer, and Spinney left no dry eyes with Bird's aching rendition of "Bein' Green," the anthem to self-acceptance written by Raposo.

The big guns were summoned for an appearance by Lena Horne, standing between Joe Raposo and Jon Stone. Jim Henson cradled the puppet known as Fat Blue.

(Photo credit: Joan Ganz Cooney)

"The creator and longtime leader of the Children's Television Workshop, Joan Ganz Cooney, has consistently advocated for high-quality, even-handed programming in public broadcasting. Her brainchild, Sesame Street, remains the standard for educational television around the world, and has helped to produce a generation of Americans who embrace the values of tolerance, cooperation, and compassion." —President Clinton (9/95) In awarding her the Presidential Medal of Freedom, the nation's highest civilian honor, in 1995, President Clinton said, "Joan Ganz Cooney has proven in living color that the powerful medium of television can be a tool to build reason, not reaction, for growth, not stifling, to help build young lives up rather than tear them down."